Slide 1: Annual Shareholder Meeting
Annual Shareholder Meeting 22 May 2024
Slide 2: Agenda
Agenda 1. Simplified agenda 2. Introduction 3. Full Year 2023 Results 4. Governance and activities of the Board 5. Remuneration policy 6. FOCUS-27 7. Auditors’ reports 8. Presentation of resolutions 9. Written questions 10. Questions - Answers 11. Voting P. 2
Slide 3: Opening of the meeting – Simplified agenda
Opening of the meeting Simplified agenda Sébastien HACHE General Meeting Secretary P. 3
Slide 4: Agenda – Ordinary General Meeting
Agenda Under the competence of the Ordinary General Meeting 1. Approval of the parent company financial statements for the year ended December 31, 2023 2. Approval of the consolidated financial statements for the year ended December 31, 2023 3. Allocation of loss for the financial year ended Decembe
Slide 5: Agenda – Ordinary General Meeting (continued)
Agenda Under the competence of the Ordinary General Meeting 11. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended 31 December 2023 or awarded in respect of the same financial year to Ms Viviane Monges, Chair
Slide 6: Agenda – Extraordinary General Meeting
Agenda Under the competence of the Extraordinary General Meeting 19. Authorisation for the Board of Directors to reduce the share capital by cancelling shares under the authorisation to buy back the Company's own shares 20. Powers for formalities P. 6
Slide 7: Introduction
Introduction Viviane Monges Chair of the Board of Directors P. 7
Slide 8: Our fundamentals
Our fundamentals Strong market One of the broadest State-of-the-art A broad customer momentum API offer and innovative base other than CDMO portfolio on technologies Sanofi the market P. 8
Slide 9: Key financial figures
2023 Key financial figures Net Sales Core EBITDA CAPEX €1,013.2m €93.1m €129.0m +3.8% Sanofi Core EBITDA Net Sales €472.5m margin 9.2% 12.7% +0.2% Other Clients Growth Capex €540.7m 52% +7.1% P. 9
Slide 10: ESG Roadmap
2023 ESG Roadmap Accelerate innovation for Create a safe and multicultural Uphold best-in-class corporate environmental sustainability workplace governance 100% sites 30% women in a 100% completion of code ISO14001/50001 leadership position by of conduct and 95% certification by 2023 2025 compli
Slide 11: Strategic objectives
Strategic objectives Improve competitiveness for a sustainable and profitable growth API portfolio optimization Focused CDMO offer Rationalized industrial Simplified organization with and focus on highly leveraging technology footprint prioritizing high- more efficient ways of differentiated profita
Slide 12: Full-year 2023 Results
Full-year 2023 Results Evelyne Nguyen Chief Financial Officer P. 12
Slide 13: Net sales evolution
Net sales evolution API Solutions CDMO €1,013.2m €976.6m Other clients: +7.2% Other Other clients: +7.1% Other Sanofi Other Clients • Increased sales from commercial Clients +0.2% Clients • 46 new clients added in 2023 products +7.1% • Acceleration of the cross-selling • Completion of a COVID-19-rel
Slide 14: From Net Sales to Core EBITDA
From Net Sales to Core EBITDA In € millions FY-2023 FY-2022 Net sales 1,013.2 976.6 Less favorable fixed cost absorption Gross profit 164.6 176.9 Negative impact of decreasing volumes and of higher energy prices Gross profit margin 16.2% 18.1% Core EBITDA 93.1 120.0 Core EBITDA margin 9.2% 12.3% €12
Slide 15: Core EBITDA evolution
Core EBITDA evolution 12.3% Volume Price and mix Performance 9.2% +1.7 pt impact +0.6 pt -0.8 pt Other impacts Energy Raw Gross margin -4.6 pts OPEX materials +0.7 pt +0.9 pt -1.7 pt Core EBITDA Core EBITDA 2022 2023 Rounded figures P. 15
Slide 16: From EBITDA to Net Income
From EBITDA to Net Income In € millions FY-2023 FY-2022 EBITDA 68.6 93.7 Depreciation and Amortization 76.5 94.5 Reflecting the deterioration of future Cash Flow Impairment of Assets (226.4) (21.8) compared to previous plan and the increase in WACC from 7.1% to 8.3% Operating Income (234.3) (0.8) Fi
Slide 17: Net Debt evolution
Net Debt evolution € millions, rounded figures Of which €(129.0)m Capex +73.9 -68.8 -25.6 Of which • €(40,4)m inventories • €48,9m trade receivables -171.0 -137.2 • €(52,9)m payables -14.3 +1.0 Net Debt Position Operating Cash Flow Working Capital Cash Flow from Cash Flow From Exchange rates Net Deb
Slide 18: Key non-financial figures
Key non-financial figures Proportion of women in the extended management Renewable energy consumption (MWh) te +20% +4% 35,9% 148 899 30,0% 143 654 2022 2023 2022 2023 Emission of volatile organic compounds (metric tons) Production of hazardous waste (metric tons) -1% -14% 1 413 55 307 54 938 1 219
Slide 19: Temporary suspension of APIs production in Brindisi
Temporary suspension of APIs production in Brindisi February 2024 • Identification of potential quality control deficiencies for certain APIs • Launch of an internal quality audit Brindisi in 2023 • 11 APIs and intermediates • Sales: 63 million euros (43% with 14 March 2024 Sanofi) • Decision to sus
Slide 20: Recent events
Recent events Commercial activity • 46 new customers at the end of April • Acceleration of development in animal health with the signature of several contracts in Complex Chemistry API Solutions and Prostaglandins Commercial activity • 79 RPFs received at the end of April (+15% YoY) CDMO • 10 new pr
Slide 21: Governance and activities of the Board
Governance and activities of the Board Viviane Monges Chair of the Board of Directors P. 21
Slide 22: Composition of the Board of Directors
Composition of the Board of Directors Independent director Lead Independent Director Member representing the employees Viviane Monges Mandate subject to ratification Chair of the Board Elizabeth Bastoni Emmanuel Blin Cécile Dussart Rodolfo Savitzky Claire Giraut Mattias Perjos Lead Director Olivier
Slide 23: A balanced and diversified Board
A balanced and diversified Board Directors’ competences 50% of women 25% 25% 42% 58% In-depth Clients Innovation Finance EUROAPI and retail knowledge 60% of 50% 50% 92% 75% independents ESG Manufacturing Management International P. 23
Slide 24: The Board in 2023
The Board in 2023 9 93% 9 meetings of attendance rate executive sessions Main activities Self-assessment results Elaboration of the Focus-27 strategic roadmap, managing the governance crisis Anonymous questionnaire sent to all directors via a dedicated Evaluation of strategic options digital platfor
Slide 25: Main activities of the Board and its committees in 2023
Main activities of the Board of Directors and its committees in 2023 Meetings Attendance rate Audit committee – 75% of independents Review of the Group's financial position - Review of account closing procedures - Review of the finance organisation – Review of the risk management and of the risk map
Slide 26: Nomination of a new Director
Nomination of a new Director Fourth resolution Géraldine Leveau Deputy Secretary General for Investment for the French Prime Minister Géraldine Leveau was appointed Deputy Secretary General for Investment in 2021 by the French Prime Minister. She is co-piloting France 2030, a €54 billion plan to pro
Slide 27: Corporate Officers' remuneration policy
Corporate Officers' remuneration policy Elizabeth Bastoni Independent Board Member Chair of the Nominations and Remunerations Committee P. 27
Slide 28: Remuneration for Board of Directors in 2023
Remuneration for Board of Directors in 2023 Independent members - Ninth resolution In euros Gross amount due Gross amount paid Elizabeth Bastoni 111,750 101,750 Remuneration (fixed and variable remuneration) 28,000 28,000 Other remunerations (Lead director) Emmanuel Blin 81,500 81,500 Remuneration (
Slide 29: Remuneration of the Chair of the Board in 2023
Remuneration of the Chair of the Board of Directors in 2023 Eleventh and thirteenth resolutions January February March April May June July August September October November December Chair of the Board – Fixed Remuneration Chief Executive Officer for an interim period €36,500 Exceptional Exceptional
Slide 30: Remuneration of the Chief Executive Officer in 2023
Remuneration of the Chief Executive Officer in 2023 Twelfth resolution Criteria Weighting Rate of achievement Financial objectives €420,269 Amount of revenue 20% 48.9% €98,764 Fixed portion Core EBITDA margin 30% 0% prorata Other remuneration temporis elements Core Free Cash-flow conversion 20% 0% I
Slide 31: Remuneration policy of the Board of Directors in 2024
Remuneration policy of the Board of Directors in 2024 Independent members - Tenth resolution FIXED OTHER Depends on the attendance at the committees, on which €60,000 committee and on the function within the committee Individual Total compensation Audit committee or Nomination and compensation €1,10
Slide 32: Remuneration policy of the Chair of the Board in 2024
Remuneration policy of the Chair of the Board of Directors in 2024 Fifteenth and sixteenth resolutions January February March April May June July August September October November December Chair of the Board – Fixed remuneration Chief Executive Officer for an interim period Exceptional fixed remuner
Slide 33: Remuneration policy of the Chief Executive Officer in 2024
Remuneration policy of the Chief Executive Officer in 2024 Seventeenth resolution Criteria for the variable annual remuneration Weighting Financial objectives (based on February 28, 2024, EUROAPI’s strategy and budget) €517,000 Free Cash Flow (before financing) 25% Fixed Core EBITDA margin 25% Indiv
Slide 34: Ludwig de Mot, Chief Executive Officer
Ludwig de Mot Chief Executive Officer P. 34
Slide 35: Core strengths: One of the broadest API and CDMO offer
Core strengths One of the broadest API and CDMO offer 2023 Net Sales by types of molecules Highly Potent Non-narcotic opioids molecules and opiates Large molecules Market growth: +9.0% Market growth: +3.5% 8% HP APIs First worldwide First worldwide 6% manufacturer of manufacturer of non- prostagland
Slide 36: Core strengths: State-of-the-art innovative technologies
Core strengths State-of-the-art innovative technologies Highly Potent Complex chemistry Large molecules Bio-fermentation molecules Solid state Complex Peptides Anti-infective Prostaglandins Particle Chemical Oligonucleotides Vitamin B12 Cytotoxic Payloads Engineering synthesis Lipids Linkers molecul
Slide 37: Core strengths: A broad customer base other than Sanofi
Core strengths A broad customer base other than Sanofi 2023 Net Sales by clients Number of clients by type of industry PHARMA CONSUMER GENERIC COMPANIES HEALTHCARE COMPANIES ~275 ~165 ~45 Sanofi 47% Other BIOTECH CDMO & ANIMAL Clients RETAILERS HEALTH 53% ~20 ~20 ~15 FOOD & COSMETICS ~5 P. 37
Slide 38: Strategic pillars
API portfolio Focused CDMO offer Rationalized industrial Simplified organization optimization and focus leveraging technology footprint prioritizing with more efficient ways on highly differentiated platforms high-return CAPEX of working profitable products P. 38
Slide 39: Optimization of our API portfolio
Optimization of our API portfolio Market Large markets Large markets Attractiveness Fast-growing product categories Fast-growing product categories (future growth, level of competition) Low margins Strong competitive positions High margins Codeine & Morphine, Prostaglandins, Hormones & Corticosteroi
Slide 40: Towards a more balanced and differentiated APIs portfolio
Optimization of our API portfolio Towards a more balanced and differentiated APIs portfolio 2023 catalog sales per differentiation level – with 2023 catalog sales per differentiation level – including existing portfolio portfolio optimization Medium to high differentiation Limited differentiation 43
Slide 41: CDMO offer focused on value-added projects
CDMO offer focused on value-added projects Evolve Commercial prospection towards larger targets (Biotech & Pharma) De-risked project portfolio Number of RFPs received Early 230 2022 Net Stage 211 43% Sales by Late 57% phase 50% Stage 54% Biotech 120 Early 15% Stage 9% Mid-size Pharma 38% 2023 Net Sa
Slide 42: Leverage EUROAPI unique platform capabilities
CDMO offer focused on value-added projects Leverage EUROAPI unique platform capabilities to accelerate the sales trajectory Customers Large established Targeted prospection towards late-stage drugs and high-value projects Biotech driven by innovative complex chemistry Big Pharma RSM & API re-shoring
Slide 43: Rationalized industrial footprint
Rationalized industrial footprint To a more focused and efficient manufacturing organization Haverhill Frankfurt Invest in Peptides and Oligonucleotides Capacities Highly dependent on Sanofi’s Synergies with Mono-product BIANOGmp Rightsizing of the Small Considered for potential divestment Complex C
Slide 44: Prioritizing high-return CAPEX
Prioritizing high-return CAPEX Increase our average capacity utilization rates Lowest Average Highest ~ 90% > 80% ~ 80% ~ 60% cc. 60% < 30% 2023 2027 est. P. 44
Slide 45: Cash Allocation focused on High Return Projects
Cash Allocation focused on High Return Projects €350 to 400 million Investments between 2024 and 2027 €25m* €17m biomass boiler to increase peptides and oligonucleotides production (Elbeuf) (Frankfurt) Others 41% 2024-2027 €18m €31m Cumulated to increase capacities to increase capacities in for Vita
Slide 46: Organizational transformation
Organizational transformation A more efficient operating model Commercial R&D Procurement Supply Chain Redesign the Commercial Focus on support to Accelerate direct Strengthen End-to-End teams to increase synergies, Commercial, in particular the procurement transformation processes to improv
Slide 47: Amended contractual commercial terms with Sanofi
Amended contractual commercial terms with Sanofi Adapt to current environment Main changes Cancellation of the mutual performance clause Manufacturing and MSA Supply Agreements Evolution of the pass-through clause for key raw materials and solvents • Covers the 86 API manufactured by Increase prices
Slide 48: Conclusion
Conclusion Viviane Monges Chair of the Board of Directors P. 48